Directors & Officers Liability and Company Reimbursement Insurance Policy

Transcription

1 Directors & Officers Liability and Company Reimbursement Insurance Policy Schedule Reference No: Company: Principal Address: Limit of Liability: GBP in the aggregate, costs and expenses inclusive Sub-Limits of Liability: Asset Costs GBP 25,000 in the aggregate, costs and expenses inclusive Cyber GBP 25,000 in the aggregate, costs and expenses inclusive Emergency Costs & Expenses GBP 500,000 in the aggregate, costs and expenses inclusive Liberty Costs GBP 25,000 in the aggregate, costs and expenses inclusive Mitigation Costs GBP 10,000 in the aggregate, costs and expenses inclusive Pre-Claim Inquiry Costs GBP 15,000 in the aggregate, costs and expenses inclusive Public Relations Costs GBP 25,000 in the aggregate, costs and expenses inclusive USA Company Reimbursement Excess: USD 25,000 each and every claim, costs and expenses inclusive Period of Insurance: From: To: (both dates inclusive) Premium: GBP Jurisdictional Limits: Prior and Pending Date: Extended Discovery Period: 365 days at 100% of annual Premium 1095 days at 200% of annual Premium Date of Proposal: Insurers: Dated in London: DOPRIUK0515

2 Directors & Officers Liability and Company Reimbursement Insurance Contents 1. Our Agreement 2. Insuring Clauses 3. Extensions 4. Definitions 5. Exclusions 6. Claims Conditions 7. General Conditions 9. Complaints Procedures DOPRIUK0515

3 Our Agreement What you are covered for This policy is designed to protect you against certain of the liabilities that you may become exposed to whilst acting as Director or Officer. Legal Contract This policy is a legal contract between you, the Insured, and us, the Insurers. Please read it carefully to ensure that it meets your requirements and that you understand its terms and conditions. You must provide a proposal which is a fair presentation of the risk after having made all reasonable and appropriate enquiry. Failure to do so may prejudice the validity of the policy and/or your ability to receive indemnity under it. The intermediary or insurance broker who arranged this insurance for you should be contacted without delay if any correction to this policy is necessary or if other information should be disclosed to the Insurers. Claims In the event of any Claim being made against you, or you becoming aware of any circumstance which is likely to give rise to a Claim being made against you, which may result in a payment being made under this policy, please ensure that you read and comply with the sections entitled Claims Conditions and General Conditions as a failure to do so may result in your ability to claim under this policy being compromised. Interpretation Words when appearing in bold type, other than in headings or titles of paragraphs (which headings and titles of paragraphs are included for ease of reference only and do not lend any meaning to this contract), are defined terms whose meanings appear in the section entitled Definitions and they shall have the same meaning throughout this policy, whether expressed in the singular or the plural. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and any word appearing in this policy in the singular shall include the plural and in the plural shall include the singular. References to extensions, definitions, exclusions, claims conditions and general conditions relate to the respective sections of this policy. Notice to the Insured It is always our intention to provide our clients with a first class standard of service. However, if you have any cause for complaint, please refer to the Complaints Procedure appearing at the end of this policy. If you wish to make any other enquiry concerning this policy please contact the intermediary or insurance broker who arranged this insurance for you. DOPRIUK0515

4 Insuring Clauses Insurers agree, subject to the terms, limitations, exclusions and conditions of this policy, to pay: 1. Insured Persons Liability Loss on behalf of any Director or Officer arising from any Claim; 2. Company Reimbursement Loss on behalf of the Company when and to the extent that the Company has indemnified any Director or Officer arising from any Claim; 3. Securities Entity Loss on behalf of the Company arising from any Securities Claim; or 4. Outside Entity Directorship Loss on behalf of any Outside Entity Director or Officer arising from any Claim; first made and notified to Insurers during the Period of Insurance. Extensions The following extensions shall apply to Claims first made against the Insured during the Period of Insurance. They shall be subject to the limit of liability stated in the Schedule and to all other terms, limitations, exclusions and conditions of this policy. 1. Asset Costs Insurers shall pay the reasonable fees and Costs and Expenses incurred by a Director or Officer with respect to a proceeding brought against a Director or Officer as a result of which may be brought a: (d) (e) freeze on their rights of ownership of real property or personal assets; charge over their real or personal assets; restriction of their liberty to a specified residence; deportation from any country where their immigration status has been revoked other than for a criminal offence; or suspension and/or disqualification from being a Director or Officer. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule. 2. Company Derivative Action Costs Insurers shall pay on behalf of the Company the reasonable fees and expenses incurred by any shareholder of the Company with Insurers prior written consent (such consent not to be unreasonably withheld or delayed) in pursuing a Claim first made during the Period of Insurance against any Director or Officer for a Wrongful Act which the Company is legally liable to pay pursuant to an order of the court. 3. Corporate Manslaughter Irrespective of exclusion 1. Bodily Injury or Property Damage, Insurers agree to cover Loss arising from a criminal prosecution of a Director or Officer for manslaughter in relation to the business of the Company.

5 4. Cyber Insurers shall pay Loss arising from any Claim against a Director or Officer resulting from: a breach of confidentiality in respect to data where a right to privacy exists; or unauthorised disclosure or use of any confidential information that is subject to statutory restriction on its disclosure or use. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule. 5. Emergency Costs and Expenses In the event that Insurers prior written consent cannot reasonably be obtained before Costs and Expenses are incurred, Insurers shall approve Costs and Expenses retrospectively as if prior written consent had been obtained. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule 6. Extended Discovery Period In the event that either Insurers or the Insured does not renew this policy the Insured shall have the right to one of the extended discovery periods stated in the Schedule in respect of any Wrongful Act during or prior to the Period of Insurance, provided that this policy is not replaced by any broadly equivalent insurance; and the Insured shall within thirty (30) days after the Period of Insurance give notice in writing to Insurers and shall pay the additional premium specified in the Schedule within thirty (30) days after the Period of Insurance; this right to an extended discovery period is not exercisable on or after the Takeover or Merger of the Company or on or after the appointment of any liquidator, provisional liquidator, administrator or receiver of the Company or where the policy is cancelled by Insurers for non-payment of premium; the limit of indemnity stated in the Schedule shall not in any way be increased by virtue of the extended discovery period. After the premium specified in the Schedule has been paid the extended discovery period shall not be cancellable. 7. Investigation Costs Insurers shall pay the Director or Officer for Costs and Expenses arising out of the attendance at an Investigation, or the Company in the event that the Company has reimbursed a Director or Officer; when and to the extent that the Company has indemnified any Director or Officer arising from any Investigation; 8. Liberty Costs Insurers shall pay the Director or Officer the premium paid for insurance instruments for appeal, bail or similar bonds in relation to a Claim. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule. 9. Mitigation Costs Insurers shall pay the Director or Officer reasonable and necessary expenses incurred with the sole purpose of minimising the risk of a Claim or in reducing the ultimate Loss of the Director or Officer. With the Insurer s prior written consent, this may include the expenses in bringing legal proceedings in relation to a legal declaration or to an application for an injunction by a Director or Officer. It shall not include salaries, commissions, expenses or other benefits of any Director, Officer or Employee. Nor shall this include the expenses connected to a Pre-Claim Inquiry or an Investigation. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule.

6 10. New Subsidiaries In the event a company, that is not domiciled, incorporated or listed in the United States of America, its territories or possessions, is acquired or created by the Company after inception of this policy it shall nevertheless constitute a Subsidiary if the Company: controls the composition of the Board of Directors, controls more than half of the voting power, or holds more than half of the issued share capital; and this policy shall apply only in respect of Wrongful Acts of its Directors or Officers while a Subsidiary. If any such newly created or acquired Subsidiary does not automatically attract coverage on account of the Subsidiary being domiciled or listed in the United States of America, there is automatic coverage for 30 days during which time the Company must provide Insurers with full information in respect of the new Subsidiary for assessment of the increased exposure and Insurers may then agree at their absolute discretion to extend cover in return for the payment of additional premium and/or amendments to the terms and/or conditions of this policy. 11. Non-Executive Directors In the event the limit of indemnity of this policy and the limits of indemnity of all available policies in excess of this policy are exhausted by payments of Loss, the limit of indemnity of this policy shall be increased by 10% in respect of the covered Costs and Expenses of any non-executive director (or such equivalent position in the relevant jurisdiction). 12. Pre-Claim Inquiry Costs Insurers shall pay on behalf of a Director or Officer Costs and Expenses arising out of a Pre-Claim Inquiry. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule. 13. Prospectus Liability Insurers shall: 14. Public Relation Costs pay on behalf of a Director or Officer Loss arising from any Offering Claim first made and notified to Insurers during the Period of Insurance; pay on behalf of the Company Loss arising from any Offering Claim first made against any Director or Officer during the Period of Insurance when and to the extent that the Company has indemnified such Director or Officer for that Loss. Insurers shall pay the reasonable Public Relation Costs incurred in connection with a Claim covered under this policy. The amount payable under this extension shall be sub-limited to the amount specified in the Schedule. 15. Retired Directors In the event that either Insurers or the Insured do not renew this policy any Retired Director and/or Retired Officer shall have the right to an extended discovery period of 72 months for no additional premium in respect of any Wrongful Act during or prior to the Period of Insurance, provided that this policy is not replaced by any broadly equivalent insurance and the limit of indemnity stated in the Schedule shall not in any way be increased by virtue of the extended discovery period. 16. Spouse and Legal Representatives This policy shall apply in the event the lawful spouse or civil partner of any Director or Officer is the subject of enforcement proceedings in respect of a judgment against such Director or Officer for a Wrongful Act of that Director or Officer for which he would have received cover under this policy and at his request. This policy shall apply in the event of the death or incompetency or bankruptcy of a Director or Officer to their estate, heirs, legal representatives or assigns, for Loss incurred due to any Wrongful Act of such Director or Officer for which he would have received cover under this policy.

7 Definitions 1. Approved Person 2. Claim The term Approved Person means a natural person who performs a controlled function, other than a customer function, pursuant to Section 59 of the Financial Services and Markets Act 2000 who is approved by the Financial Conduct Authority and/ or the Prudential Regulatory Authority as appropriate. The term Claim means any: written demand or claim form, writ, summons, arbitration proceeding or other civil application of any description whatsoever for a Wrongful Act including any cross-claim or counter claim against a Director or Officer; regulatory or criminal proceeding against a Director or Officer for a Wrongful Act; or 3. Company Extradition Proceeding, including all appeals whether in the same or separate proceedings. The term Company means the company stated in the Schedule and shall include all Subsidiaries. 4. Costs and Expenses The term Costs and Expenses means the reasonable fees and expenses incurred by any Insured with Insurers prior written consent (such consent not to be unreasonably withheld or delayed) resulting solely from the participation in or investigation and/or defence and/or monitoring and/or settlement of any Claim and appeals therefrom. The term Costs and Expenses also includes the premium paid for insurance instruments for appeal, bail or similar bonds but shall not include salaries, commissions, expenses or other benefits of any Director or Officer or of any Employee of the Company. For the purpose of extension 12. Pre-Claim Inquiry, the term Costs and Expenses shall mean those fees and expenses that are incurred solely in connection with their preparation for and response to a Pre-Claim Inquiry. 5. Director or Officer The term Director and/or Officer means any; (d) natural person who is or was a director or officer, or during the Period of Insurance becomes a director or officer of the Company and any natural person who is construed to be a director or officer within the meaning of any applicable law or regulation governing such matters; natural person who is or was an Employee, or during the Period of Insurance becomes an Employee ; Approved Person; or Shadow Directors; only when and to the extent that such director and/or officer is acting for and on behalf of the Company in the capacities above. 6. Employee The term Employee means a natural person who is employed by the Company (either in a salaried or consultancy capacity) against whom a Claim is made in their managerial or supervisory capacity or is named as a co-defendant with a Director or Officer.

8 7. Employment Wrongful Act The term Employment Wrongful Act means any actual or alleged: (d) 8. Extradition Proceeding wrongful or unfair termination, whether actual or constructive, of the employment of, or demotion of, failure or refusal to hire or promote, any natural person in violation of the law, whether common or statutory, or in breach of any agreement to commence or continue employment; employment discrimination, including any failure or refusal to hire any natural person, or discharge of, or other discrimination against, any natural person with respect to his remuneration or any of the terms, conditions or privileges of his employment, or any limitation, segregation or classification of any Employee or of applicants for employment in any way which would deprive or tend to deprive any natural person of employment opportunities or otherwise adversely affect his status as an Employee, because of such natural person s race, colour, religion or belief, age, gender or sexual orientation, national origin, disability, pregnancy, part time or fixed term status or other protected status; sexual harassment, including unwelcome sexual advances, requests for sexual favour or other verbal or physical conduct of a sexual nature that are made a condition of the employment of an Employee, are used as a basis for employment decisions, or create a work environment that interferes with performance; or retaliatory treatment against an Employee on account of such Employee exercising or attempting to exercise his or her rights under law. The term Extradition Proceeding means a proceeding pursuant to the Extradition Act 2003 or such equivalent in any other jurisdiction alleging a Wrongful Act. 9. Insured The term Insured means any or all of the Directors and Officers and Outside Entity Directors and Officers. For the purposes of insuring clauses 2. Company Reimbursement and 3. Securities Entity, the term Insured shall only mean the Company. 10. Insurer The term Insurers means the insurance company or underwriters specified as such in the Schedule or on the stamp page. 11. Investigation The term Investigation means: 12. Litigation 13. Loss written notice requiring the attendance of any Director or Officer at any official investigation, examination, or inquiry into the affairs of the Company, Director or Officer solely in his capacity as a Director or Officer, ordered or commissioned by a government body, regulator or any official body with authority to investigate the affairs of the Company, Directors or Officers; or an internal inquiry into the affairs of the Company, Director or Officer, solely in his capacity as a Director or Officer, provided that such an inquiry is at the formal request of a government body or regulator with the authority to investigate the affairs of the Company, Directors or Officers. The term Litigation means any civil, administrative, regulatory or criminal proceedings or any Investigation, examination, inquiry or disciplinary proceedings, including any correspondence prior to any such proceedings, involving any Insured. The term Loss means: loss by reason of the legal liability of the Insureds to pay: (i) damages or costs awarded against the Insureds, including punitive or exemplary damages where insurance against liability to pay such punitive or exemplary damages is lawful under the laws of the territory in which the Claim, Offering Claim or Securities Claim is made;

9 (ii) 14. Merger settlements entered into by the Insureds with Insurers prior written consent (such consent not to be unreasonably withheld or delayed); and (iii) civil fines or penalties but only where these are legally insurable in the jurisdiction where a Claim is made. However, this shall not include civil fines or penalties payable under insuring clause 3. Securities Entity. Costs and Expenses. The term Loss does not include any obligation to repay any monies wrongfully received by the Insureds or any criminal fines or penalties. The term Merger means the combination of the Company and one or more other entities such that none of them: controls the composition of the Board of Directors, controls more than half of the voting power, o holds more than half of the issued share capital, of the new combined entity. 15. Offering Claim The term Offering Claim means any: (d) written demand or civil Claim seeking compensation from an Insured; regulatory or criminal proceeding against an Insured; Extradition Proceeding, including all appeals whether in the same or separate proceedings; or written notice requiring the attendance of any Insured at any official investigation, examination, or inquiry into the affairs of the Insured ordered or commissioned by any official body resulting from any actual or alleged untrue or misleading statement or information provided by any Insured or omissions by any Insured from: 16. Offer Document the Offer Document, or any directly related representations or presentations prior to, or within, 7 days following the filing or issuance of the Offer Document. The term Offer Document means any: 17. Outside Entity official document issued by the Company promoting or offering for sale the securities of the Company; document, such as a pathfinder document, which serves as a preliminary prospectus to documents mentioned in of this definition; or statements made by a Director or Officer in a formal presentation intending to market an offering for sale of securities to investors or prospective investors of the shares or bonds of the Company. The term Outside Entity means any entity other than the Company that is: not domiciled in the United States of America, its territories or possessions, or does not have any securities listed on an exchange in the United States of America; and/or not a bank, investment company, investment adviser/manager, hedge or mutual fund, pension fund, private equity or venture capital company, stock brokerage firm, insurance company or similar entity.

10 18. Outside Entity Director and / or Officer The term "Outside Entity Director and/or Officer" means any Director or Officer who at the specific request of the Company becomes a Director or Officer of an Outside Entity. 19. Period of Insurance The term Period of Insurance means the period stated in the Schedule. 20. Pre-Claim Inquiry The term Pre-Claim Inquiry means a request for a Director or Officer to appear at a meeting or interview or to produce documents concerning the Company, a Director or an Officer and such request is made by: a government body, regulator or any official body with authority to investigate the affairs of the Company, Directors or Officers; or the Company or its Board of Directors and based upon: (i) an inquiry by a government body, regulator or any official body with authority to investigate the affairs of the Company, Directors or Officers; (ii) written notification to a government body, regulator or any official body informing them of an actual or alleged breach of duty by a Director or Officer; or (iii) a raid or on-site visit to a Company by a government body, regulator or any official body with authority to investigate the affairs of the Company. The term Pre-Claim Inquiry does not include routine or regularly scheduled regulatory or internal inquiries. 21. Public Relations Costs The term Public Relations Costs means costs for services provided by the Public Relations Professionals to a Director or Officer to mitigate the adverse effect or potential adverse effect of a Director or Officers reputation. 22. Public Relations Professionals The term Public Relation Professionals means public relations professionals contracted by the Company with Insurers prior written approval. 23. Retired Director and/or Retired Officer The term Retired Director and/or Retired Officer means any Director and/or Officer who other than by reason of a Takeover or Merger or insolvency of the Company voluntarily retires during the Period of Insurance. 24. Schedule The term Schedule means the document titled schedule or declarations that includes the name and address of the Insured, the Premium and other variables to this policy (including endorsement clauses) and is incorporated in this policy and accepted by the Insured. Schedules may be re-issued from time to time where each successor overrides the earlier document. 25. Securities Claim The term Securities Claim means any written demand or claim form, writ, summons, arbitration proceeding or other civil application of any description whatsoever for a Securities Wrongful Act including any cross-claim or counter claim against the Company alleging a Securities Wrongful Act. The term Securities Claim does not apply to any administrative or regulatory proceeding made against the Company or a Director or Officer arising out of a Securities Wrongful Act. 26. Securities Wrongful Act The term Securities Wrongful Act means any actual or alleged violation of any laws, rules or regulations regulating the purchase or sale or offer or solicitation of an offer to purchase or sell securities of the Company or any registration relating to such securities.

11 27. Shadow Directors The term Shadow Director shall have the meaning (as defined in section 251 Companies Act 2006, or such equivalent in the relevant jurisdiction). 28. Subsidiary The term Subsidiary means any: company, other than a corporate pension trustee, in respect of which the Company (either directly or indirectly through one or more of its Subsidiaries) on or before the inception date of this policy: (i) (ii) (iii) controls the composition of the Board of Directors, or controls more than half of the voting power, or holds more than half of the issued share capital; provided that this policy shall only apply in respect of a Wrongful Act by any Director or Officer of such company while a Subsidiary; or other company specifically named in the Schedule or in any endorsement to this policy as a Subsidiary. 29. Takeover The term Takeover means a transaction or event as a result of which another entity: controls the composition of the Board of Directors, controls more than half of the voting power, or holds more than half of the issued share capital of the Company. 30. USA Claim The term USA Claim means any Claim made or legal proceedings instituted within the United States of America and/or territories or possessions which come under the jurisdiction of the United States of America including the enforcement by courts of any other country of any award or judgment in connection therewith. For the avoidance of doubt, this policy will only cover USA Claims when the Jurisdictional Limits include the United States of America. 31. USA Company Reimbursement Excess The term USA Company Reimbursement Excess means the amount stated in the Schedule and shall refer to USA Claims covered under insuring clause 2 Company Reimbursement. For the avoidance of doubt, this policy will only cover USA Claims when the Jurisdictional Limits include the United States of America. 32. Wrongful Act The term Wrongful Act means any actual or alleged act, error or omission, breach of duty, breach of trust, breach of statutory duty or breach of warranty of authority by a Director or Officer. This definition applies to all Claims other than Securities Claims and Offering Claims. Related, continuous, repeated or causallyconnected Wrongful Acts shall constitute a single Wrongful Act. A Wrongful Act shall include an Employment Wrongful Act.

12 Exclusions Insurers shall not pay any Loss arising from any Claim: 1. Bodily Injury or Property Damage for any actual or alleged bodily injury, sickness, disease or death of any person or any actual or alleged damage to or destruction of any tangible property, including loss of use thereof, provided that this exclusion shall not apply to: Costs and Expenses; or a Claim against a Director or Officer by an Employee of the Company alleging emotional distress caused by a Wrongful Act relating to that Employee s contract of employment. 2. Claims Made by the Company in the USA made in the United States of America, its territories or possessions, by or on behalf of the Company or any Director or Officer, provided that this exclusion shall not apply to any: (d) (e) (f) Claim brought by or at the direction of any liquidator, provisional liquidator, administrator or receiver; Claim made against any former Director or Officer after there has been a change in the majority of the board of directors; Claim for contribution or indemnity in respect of a Claim made by an independent third party without the procurement or instigation of any Director or Officer; Claim brought as a shareholder derivative action without the involvement, procurement or instigation of any Director or Officer; Claim against a Director or Officer in respect of an Employment Wrongful Act; or Costs and Expenses. 3. Claims Notified under Previous Insurance arising out of any circumstance notified under any insurance in force prior to the inception date of this policy or which should have been so notified. 4. Conduct brought about by or contributed to by or consequent upon the dishonesty, fraud or deliberately criminal conduct of the Insured, provided that this exclusion shall not apply to any Insured not found by a court or other judicial panel to be guilty of such conduct, and shall not apply to Costs and Expenses. 5. Prior and Pending Claims based upon or in any way involving allegations made or any facts in issue in any prior or pending Litigation as at the prior and pending date stated in the Schedule or any Claim arising out of the same or substantially the same facts, circumstances or situations. 6. Professional Services made by any third party alleging a breach of any professional duty owed to such third party; provided however that this exclusion shall not apply to any Claim for the failure to supervise or manage. 7. US Public Offerings arising out of any actual or proposed offering of securities of the Company in the United States of America.

13 Claims Conditions 1. Claims Notification The Insured shall give written notice to the Insurers as soon as reasonably practicable, but within the Period of Insurance, or in the event of the extended discovery period being invoked as per extension 6 Extended Discovery Period, no later than the expiry of the extended discovery period, of: any Claim; the receipt of any notice of an intention to make a Claim; or any circumstances of which the Insured shall become aware is likely to give rise to a Claim, giving detailed reasons for the anticipation of such Claim, together with full particulars as to dates and persons involved. Such notice having been given as required by or above, any subsequent Claim made shall be deemed to have been made during the Period of Insurance. 2. Claims Handling The Insured and any person acting on behalf of the Insured shall: (i) not admit liability in part or in full for or settle or attempt to settle any Claim or incur any costs and expenses in connection with any Claim without the Insurers prior written consent (such consent not to be unreasonably withheld); and (ii) give all such information or assistance possible and forward all documents as the Insurers may require to enable them to investigate, settle or defend any Claim. The Insurers shall not be entitled to take over and conduct in the name of the Insureds the defence or settlement of any Claim except where a Claim is made by the Company against a Director or Officer outside the United States of America, its territories or possessions.

14 General Conditions 1. Limit of Liability Insurers total aggregate liability under this policy including any endorsements to this policy (inclusive of Costs and Expenses) shall not exceed the limit of indemnity stated in the Schedule, irrespective of the number of Claims made and/or the number of Directors and Officers against whom such Claims may be made. 2. Sub-Limits of Liability Any sub-limit of liability stated in this policy or in the Schedule apply as if it was the limit of liability for the claims specified for that sub-limit of liability and is deemed to be part of and not in addition to the limit of liability specified in the Schedule unless specifically stated to the contrary in this policy or in the Schedule. 3. USA Company Reimbursement Excess In respect to USA Claims covered under insuring clause 2 Company Reimbursement, Insurers shall only be liable to pay after the Company has paid the USA Company Reimbursement Excess which shall apply to each and every Claim and shall be inclusive of Costs and Expenses. If indemnity by the Company is permitted by applicable law the USA Company Reimbursement Excess shall apply as if indemnity had been provided to the fullest extent permitted, regardless of whether or not indemnity is actually made, unless the Company is unable to make indemnity solely by reason of its insolvency. Where the Company is permitted to indemnify and does not do so for reasons other than its insolvency, Insurers shall pay Loss on behalf of any Director or Officer without regard to the USA Company Reimbursement Excess, but the Company shall reimburse Insurers for such amounts up to the USA Company Reimbursement Excess upon demand. 4. Disclosure If the Insured made any misrepresentation or non-disclosure of any material facts and the Insurers would still have underwritten this policy but on different terms (as to premium or otherwise, or both) had the facts been disclosed or not misrepresented, then: (i) (ii) in the event the Insurers would have underwritten this policy but with a higher premium, the Insured shall be liable for such additional premium; in the event that the Insurers would have underwritten this policy on different terms in any respect other than the premium, the Insurers shall, in addition to any premium adjustment pursuant to subparagraph (i) above, be entitled to impose such terms on this policy as would have been imposed at inception of this policy if the facts had been disclosed or had not been misrepresented by giving written notice of the terms to the Insured. Any additional terms so notified shall take effect as if imposed from inception. 5. Severability of Proposal The proposal shall be construed as a separate application by each Director or Officer and no statement or omission in the proposal nor any other knowledge, act or omission by any one Director or Officer shall be imputed to any other Director or Officer for the purpose of determining the availability of any payment under this policy. For the purpose of extension 2. Company Derivative Action Costs only the knowledge of any of the chairman, chief executive officer or chief financial officer shall be imputed to the Company. 6. Allocation If a Claim is made both against any Director or Officer and against the Company (or otherwise against any Director or Officer and any other persons not insured under this policy) Insurers shall pay only Loss sustained by such Director or Officer. In respect of Costs and Expenses incurred on behalf of both the Director or Officer and the Company (or any other person not insured under this policy) Insurers shall pay only such proportion of such Costs and Expenses as is reasonable having regard to such Director s or Officer s reasonable potential liability for the Claim.

15 In respect of any liability for Loss (excluding Costs and Expenses) under any settlement Insurers shall pay only such amount as may be just and equitable having regard to the Director s or Officer s responsibility for the same. The Company and any Director or Officer and Insurers shall use their best efforts to determine a fair and proper allocation of Loss as between the Company and such Director or Officer and Insurers, but in default of agreement Insurers shall pay sums that they state are fair and proper until such time as a Queen s Counsel determines allocation on the principles set out in this condition. The Queen s Counsel is to be mutually agreed upon by the Director or Officer, the Company and Insurers or, in default of agreement, to be appointed by the President for the time being of the Law Society of England & Wales. 7. Premium Payment If the premium has not been paid within 60 days of inception, the Insurers may cancel this policy by giving 15 days written notice to the Insured or to its insurance broker. In the event of cancellation, premium is due to the Insurers on a pro-rata basis for the period that the Insurers were on risk but the full premium shall be payable in the event of notification of a Claim or of any circumstances before the effective date of termination. If the premium is paid in full to the Insurers before the notice period expires, notice of cancellation shall automatically be revoked. If not, this policy shall automatically terminate at the end of the notice period. 8. Cancellation This policy may be cancelled at any time by the Insured giving notice of cancellation in writing to the Insurers. Insurers shall retain the proportion of the Premium for the period up to the receipt of the cancellation notice. However, if the Insured reports to Insurers any Claim or any circumstance prior to the receipt of the cancellation notice, then the Insurers shall retain the entire Premium whether or not any payment is ever made. 9. Takeover or Merger In the event of the Takeover or Merger of the Company the policy shall automatically be amended so that it shall apply only to Wrongful Acts of any Director or Officer prior to the date of the Takeover or Merger. 10. Run-Off for Subsidiaries In the event of any Subsidiary ceasing during the Period of Insurance to be a Subsidiary, the policy shall automatically be amended so that it shall apply only to Wrongful Acts of any Director or Officer of that Subsidiary when it was a Subsidiary. 11. More Specific Insurance This policy shall be in excess of any public liability, employer s liability, environmental liability, securities offering, pension fund trustee liability or any more specific available insurance, and in the case of insuring clauses 4 Outside Entity it shall also only apply in respect of Loss which the Outside Entity is unable by reason of a prohibition, in the applicable law, or insolvency, to indemnify. 12. Third Party Rights The parties to this policy are the Insurers and the Insured. A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract but this does not affect any right or remedy of a third party which exists or is available other than by virtue of the Act. 13. Waiver Any waiver by the Insurers of any provision of this policy will not prevent the Insurers from relying on such provision, term or condition in the future. 14. Sanctions The Insurers shall not be deemed to provide cover and shall not pay any Claim or provide any benefit hereunder to the extent that the provision of such cover, payment or such Claim or provision of such benefit would expose the Insurers to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, the United Kingdom or the United States of America.

16 15. Law and Jurisdiction of Contract This policy shall be governed by the laws of England and Wales and any dispute in connection with this policy shall be subject to the exclusive jurisdiction of the English Courts. 16. Statutes A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time. 17. Arbitration Other than as stated in general condition 6 Allocation the Insurers and the Insureds agree to submit any dispute in relation to this policy to binding arbitration in accordance with the Arbitration Act Arbitration proceedings shall be commenced by the service of an Arbitration Notice upon the other party. Within thirty (30) days of the service of the Arbitration Notice the Insurers and the Insureds shall agree the appropriate arbitration procedure in any given dispute according to the precise circumstances but in default of agreement the following shall apply:- The Insurers and the Insureds shall each appoint one person as an arbitrator, and the two arbitrators thus appointed shall appoint a third arbitrator as chairman. The two party-appointed arbitrators shall be persons with not less than ten years of experience of insurance within the industry or as lawyers or other professional advisers serving the industry. The chairman shall be a present or former member of the General Councilof the bar of England and Wales with experience in insurance law who has attained the status of Queen's Counsel or equivalent. The seat of the arbitration shall be London. The rules for the conduct of the arbitration shall, subject to the provisions of the Arbitration Act 1996 as amended from time to time, be at the discretion of the arbitrators. Any arbitration proceedings commenced against the Insurers shall be served upon the claims manager, Professional Liability Division, Markel International Limited, 20 Fenchurch Street, London, EC3M 3AZ. 18. Breach of Condition Where the Insured s breach of or non-compliance with any condition of this policy has resulted in prejudice to the Insurers in the handling or settlement of any claim, the amount of any loss sustained by the Insured or in the obtaining of reimbursement from any source, then the amount of cover afforded (including liability for claimant s costs) shall be reduced to such sum as in the Insurers reasonable opinion would have been payable by them in the absence of such prejudice. If any payment on account of any such rejected or reduced claim has already been made the Insured will immediately repay to the Insurers all such payments which the Insurers determine should not have been made. 19. Innocent Misrepresentation Insurers waive any right they may have to avoid or rescind any Insured s interest in this policy for material misrepresentation or non-disclosure where such misrepresentation or non-disclosure was free from any dishonest intent.

17 Complaints Procedures Markel Syndicate 3000 at Lloyd s of London The Insurer is Markel Syndicate 3000 at Lloyd s of London. In the event that you are dissatisfied and wish to make a complaint, you can do so at any time by referring the matter to the Compliance Officer, Markel Syndicate Management Limited (Lloyd's Managing Agent for Syndicate 3000) 20 Fenchurch Street, London EC3M 3AZ or the Policyholder and Market Assistance Team at Lloyd s. Their address is: Policyholder and Market Assistance, Market Services, Lloyd s, One Lime Street, London, EC3M 7HA Tel: Fax: complaints@lloyds.com. Details of Lloyd s complaints procedures are set out in a leaflet Your Complaint How We Can Help available at and also available from the above address. If you remain dissatisfied after Lloyd's has considered your complaint, you may have the right to refer your complaint to the Financial Ombudsman Service. Following this complaints procedure does not affect your right to take legal action or to any other remedy available to you. The Financial Ombudsman Service's contact details are: Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London, E14 9SR website: complaint.info@financial-ombudsman.org.uk phone: or Markel Syndicate 3000 at Lloyd s of London Markel Syndicate 3000 is a syndicate at Lloyd s of London. The Lloyd's Managing Agent for Markel Syndicate 3000 is Markel Syndicate Management Limited, registered in England and Wales, with its registered office at 20 Fenchurch Street, London EC3M 3AZ. Markel Syndicate Management Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority (Financial Services Register No.: ).

18 Complaints Procedures Markel International Insurance Company Limited The Insurer is Markel International Insurance Company Limited. In the event that you are dissatisfied and wish to make a complaint, you can do so at any time by referring the matter to the Compliance Officer, Markel International Insurance Company Limited, 20 Fenchurch Street, London EC3M 3AZ. If you are not satisfied with our final response to your complaint, you may have the right to refer the matter to the Financial Ombudsman Service without affecting your right to take legal action or to any other remedy available to you. The Financial Ombudsman Service's contact details are: Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London, E14 9SR website: complaint.info@financial-ombudsman.org.uk phone: or Markel International Insurance Company Limited Markel International Insurance Company Limited, registered in England and Wales, with its registered office at 20 Fenchurch Street, London EC3M 3AZ. Markel International Insurance Company Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority (Financial Services Register No.: ).